03 Company at a Glance
04 Management Discussion and
Analysis on Companys Performance 05
Review of Business Support Function
01 Main Highlights
02 Management Report
No Description
IDX Regulation OJK Regulation No.32POJK.042014
Date Remarks
5.
Calling of GMS Article 13 Clause 1 and 3
No later than 21 twenty one days before the GMS is held, excluding the date of calling and the
date of the GMS which shall be made at least via: a. 1 one Indonesian language daily newspaper
with national circulation; b. The Stock Exchange’s website; and
c. The Public Limited Company’s website, in the Indonesian and foreign languages, at least
English.
The curriculum vitae of the Board of Commissioners andor the Board of Directors to
be appointed must be available: a. At the website of the Public Limited Company
at least since the calling of GMS until the day it is held; or
b. At another time besides the time specified in point a, however it should not be no later
than the time when the GMS takes place, provided that it is stipulated in laws and
regulations.
26 February
2016 Published in Bisnis
Indonesia, Suara Pembaruan and
The Jakarta Post newspapers as well
as uploaded to the Company’s website
www.bankmandiri.co.id
at the same day.
6.
Submission of the proof of
announcement of GMS Calling to OJK
and IDX IDX Rule No.1-E Point
IV.5 : At the latest on
the same Exchange Day as the date of the
advertisement.
Article 13 Clause 7 No later than 2 two working days after the
calling of GMS. 26
February 2016
Through IDXNet Electronic
Reporting and OJK Reporting as
well as hard copy submission
7.
GMS Article 26 Clause 1.a
GMS can be done if it is attended by more than ½ half of total shareholders with voting rights
or their representatives, unless the Law and or Articles of Association of the Public Limited
Company defines a bigger quorum number. 21 March
2016
8.
Publication on GMS Result
IDX Rules No.I-E Item IV.6
: At the latest 2 two days Exchange
next after General Meeting of Shareholders
equipped resume the meeting of the
created Notary.
22 March 2016
Pursuant to ASEAN CG Scorecard,
Bank Mandiri published the
GMS Resolutions through website
www.bankmandiri.co.id
one day prior to holding GMS.
9.
Submission of GMS Resolutions to OJK
and IDX IDX Rule No.I-E B
Point IV.6 : At the
latest 2 two following Exchange Days after
the GMS or GMB, attaching summary
of meeting resolution made by a Notary.
23 March 2016
Through IDXNet Electronic
Reporting and OJK Reporting as
well as hard copy submission
10. GMS Brief Minutes Ads
Article 34 Clause 2 and 6 Not later than 2 two working days after the GMS
is conducted which shall be announced to the people at least via:
a. 1 one Indonesian language daily newspaper
with national circulation; b. The Stock Exchange’s website; and
c. The Public Limited Company’s website, in the Indonesian and foreign languages, at least
English.
23 March 2016
Published in Bisnis Indonesia, Suara
Pembaruan and The Jakarta Post
newspapers as well as uploaded to the
Company’s website
www.bankmandiri.co.id
at the same day.
10 Consolidated Financial
Statements 09
Cross Reference of Annual Report
Award 2016 Criteria 08
Corporate Social Responsibility
07 Integrated Corporate
Governance 06
Corporate Governance
No Description
IDX Regulation OJK Regulation No.32POJK.042014
Date Remarks
11
Submission of the proof of
announcement of the GMS brief
minutes to OJK and IDX
Article 34 Clause 7 Not later than 2 two working days after the
announcement is made. 23 March
2016 Through IDXNet
Electronic Reporting and
OJK Reporting as well as hard copy
submission
12. GMS Minutes Article 33
1 GMS minutes must be submitted to the Financial Services Authority not later than 30
thirty days after the GMS is conducted. 2 If the submission day of GMS minutes as
mentioned in clause 1 falls on a holiday, the GMS minutes must be submitted on the
following working day at the latest.
18 April 2016
Submitted to OJK through letter CEO.
CSCCMA.7942016 dated 18 April
2016 concerning Submission of
Brief Summary of Annual GMS
Minutes of PT Bank Mandiri Persero.
The GMS was chaired by Mr. Wimboh Santoso as President Commissioner pursuant to the resolution of the Board of Commissioners’ meeting dated February 17, 2016 and was attened by all the Board Members as follows:
Board of Commissioners
1. President Commissioner : Mr. Wimboh Santoso 2. Deputy Chief Commissioner: Mr. Imam Apriyanto
Putro 3. Independent Commissioner : Mr. Abdul Aziz
Chairman of Risk Management Committee and Integrated Governance Committee
4. Independent Commissioner: Ms. Aviliani Chairman of Audit Committee
5. Commissioner: Mr. Askolani 6. Commissioner: Mr. Suwhono
7. Independent Commissioner: Mr. Goei Siauw Hong 8. Independent Commissioner: Mr. Bangun S.
Kusmulyono Chairman of Nomination and Remuneration Committee
Direksi
1. President Director : Mr. Budi G. Sadikin 2. Vice President Director: Mr. Sulaiman A. Arianto
3. Director of Distributions : Mr. Sentot A. Sentausa 4. Director of Technology Operations : Mr. Ogi Prastomiyono
5. Director of Treasury Market : Mr. Pahala N. Mansury 6. Director of Corporate Banking : Mr. Royke Tumilaar
7. Director of Consumer Banking : Mr. Hery Gunardi 8. Director of Micro Business Banking : Mr. Tardi
9. Director of Risk Management Compliance: Mr. Ahmad Siddik
Badruddin 10. Director of Commercial Banking : Ms. Kartini Sally
11. Director of Finance Strategy : Mr. Kartika Wirjoatmodjo
Besides Board of Commissioners and Directors, the Audit Committee members from independent parties who attended at the Meeting are: Mr. Budi Sulistio dan Mr. Ridwan Dharmawan Ayub.
The shareholders andor their proxiesrepresentatives who represented 19,860,757,741 shares, among them Series A Dwiwarna Share or constituting 85.117 of the total shares with valid voting rights issued by the Company up to the day when the Meeting
was held, i.e. 23,333,333,333 shares comprising: • 1 one Series A Dwiwarna Share; and
• 23,333,333,332 twenty-three billion three hundred thirty-three million three hundred thirty-three thousand three hundred
thirtytwo Series B Shares; having regard to the Company Shareholder Register as per November 25, 2015 up to 16.00 Western Indonesia Time.
Such numbers increased to 84.73 compared to the previous year, indicating that the announcement and invitation of Bank Mandiri’s GMS have been effectively executed as well as the great concern and participation of the Shareholders.
The Meeting provided the opportunities to the Shareholders and their proxies to raise questions andor to submit opinions for each of the Meeting agenda.
03 Company at a Glance
04 Management Discussion and
Analysis on Companys Performance 05
Review of Business Support Function
01 Main Highlights
02 Management Report
Mechanism of Decision-Making
Decision-making mechanism will be resolved based on an amicable deliberation to reach mutual consensus. In the event that the resolutions based on the amicable deliberation fail to reach a mutual consensus, the resolutions shall be resolved by voting. The
resolutions of the first agenda until the sixth agenda were resolved through open voting system by raising their hands. Meanwhile, the seventh agenda concerning the change in the Board of Commissioners and the Board of Directors will be resolved by closed-
door voting system. The voting which is carried out by voting cards will be counted electronically.
Independent Party Vote Counter
The Company has appointed Notary Ashoya Ratam SH, Mkn and PT Datindo Entrycom as independent parties to calculate and or validate votes.
Following is the detail of resolutions as stipulated in the deed “Minutes of Annual General Meeting of Shareholders of PT BANK MANDIRI Tbk” No. 25 dated March 21, 2015 which was made before Notary Ashoya Ratam SH, MKn
First Agenda
Approval of Financial Statements including Approval of Corporate Consolidated Financial Statements and Supervision Report of the Board of Commissioners for the financial year ended on December 31, 2015, and
the Approval of Annual Report including Partnership and Community Development Program Partnership and Community Development Program for the financial year ended on December 31, 2015 and granting full
responsibility release and discharge acquit et de charge to the Board of Directors and Board of Commissioners of the Company for their management and supervision during the financial year ended on December 31, 2015.
Number of Shareholders
submitting questions 6 person
Voting Result Affirmative Votes
Abstain Votes Disapproving Votes
99.547 shares or 100 of all shares with voting rights presented at the
Meeting. 0.312 shares or 100 of all shares
with voting rights presented at the Meeting.
0.139 shares or 100 of all shares with voting rights presented at the
Meeting.
Resolutions
1. Approve the Annual Report of the Company including Supervisory Report of the Board of Commissioners for the financial year ended on December 31, 2015, and approve the Consolidated Financial Statements of the
Company for the financial year ended on December 31, 2015 as audited by the Public Accounting Office of Purwantono, Sungkoro Surja with an audit opinion of no modification formerly unqualified.
2. Approve the Annual Report of the Implementation of Partnership and Community Development Program for the financial year ended on December 31, 2015 as audited by the Public Accounting Office Purwantono,
Sungkoro Surja with an audit opinion of no modification formerly unqualified. 3. For the approval of the Annual Report of the Company including approval of Supervisory Report of the Board
of Commissioners for the financial year ended on December 31, 2015, and the approval of Consolidated Financial Statements of the Company for the financial year ended on December 31, 2015 and Annual Report
of the Implementation of Partnership and Community Development Programfor the financial year ended on December 31, 2015, provide fullrelease and discharge of responsibility volledig acquit et decharge to all
members of the Board of Directors and Board of Commissioners for the management and supervision acts for the financial year ended on December 31, 2015, as long as the acts are not a criminal act and the acts are
reflected in the Annual Report, Consolidated Financial Statements of the Company and Annual Report of Partnership and Community Development Programfor the financial year ended on December 31, 2015.
The release and discharge are also awarded to: - Mr. Yasin, Mr. Pradjoto, Mr. Anton H. Gunawan, Mr. Krisna Wijaya who on January 1, 2015 until March 16,
2015 served as a member of the Board of Commissioners and Mr. Nasution who on June 11, 2015 until August 12, 2015 served as Commissioner of the Company; and
- Mr. Riswinandi, Mr. Abdul Rachman, Mr. Kresno Sediarsi, Mr. Sunarso and Ms. Fransisca N Mok on January 1, 2015 until March 16, 2015 served as member of the Board of Directors.
Realization Year 2016
10 Consolidated Financial
Statements 09
Cross Reference of Annual Report
Award 2016 Criteria 08
Corporate Social Responsibility
07 Integrated Corporate
Governance 06
Corporate Governance
Second Agenda
Determination of the allocation of net income of the Company for the financial year ended on December 31, 2015
Number of Shareholders submitting questions
3 person
Voting Result Affirmative Votes
Abstain Votes Disapproving Votes
99.086 shares or 100 of all shares with voting rights presented
at the Meeting. 0.286 shares or 100 of all shares
with voting rights presented at the Meeting.
0.627 shares or 100 of all shares with voting rights presented at the
Meeting.
Resolutions Approve and set the use of net income of the Company for the financial year ended on December 31, 2015 at
Rp20,334,967,510,904.70 with the following allocation: a. 30 of net income of the Company for the period of January 1, 2015 to December 31, 2015 or
Rp6,100,490,253,271.41 is allocated as cash dividends to shareholders and dividends for the state of the Republic of Indonesia will be transferred in accordance with the rules and regulations.
To grant the power and authority to the Board of Directors to manage the cash dividends payout procedure and implementation and then announce it in accordance to the prevailing regulations.
b. 11.2 of net income of the Company for the period of January 1, 2015 to December 31, 2015 or Rp2,277,516,361,221.33 is allocated as Targeted Reserve for the investment purposes of the Company.
The Targeted Reserve will be used gradually and the implementation will be in line with the conditions and needs of the Company.
c. 58.8 of net income of the Company or 11,956,960,896,411.96 is allocated as Retained Earnings. Fund for Partnership and Community Development Programfor the financial year of 2016 is equivalent to
around 0.5 of net income for the financial year ended on December 31, 2015 which source of fund is from Corporate cost and the remaining balance of PKBL fund from previous years.
Realization Year 2016
Third Agenda
Determination of remuneration and honorarium for the financial year of 2016 and tantiem on the performance for the financial year ended on December 31, 2015 for the members of Board of Directors and Board of
Commissioners of the Company
Number of Shareholders submitting questions
None
Voting Result Affirmative Votes
Abstain Votes Disapproving Votes
96.601 shares or 100 of all shares with voting rights presented
at the Meeting. 0.885 shares or 100 of all shares
with voting rights presented at the Meeting.
2.512 shares or 100 of all shares with voting rights presented at the
Meeting.
Resolutions
To grant the power and authority to the Board of Commissioners by first asking for approval from the A Dwiwarna series shareholders to determine the salary for the members of Board of Directors and honorarium
for the members of Board of Commissioners of the Company for the financial year of 2016 and tantiem for the performance of the members of Board of Directors and Board of Commissioners for the financial year ended on
December 31, 2015 following the Regulation of State Owned Enterprise Minister number PER-04MBU2014 on Guidelines to Determine Income of Board of Directors, Board of Commissioners and Supervisory Board of State
Owned Enterprise.
Realization Year 2016
Fourth Agenda
Appointment of the Public Accountant Office to audit the Financial Statements of the Company and the Annual Report of on the Partnership and Community Development Program for the financial year ended on December 31,
2016
Number of Shareholders submitting questions
None
Voting Result Affirmative Votes
Abstain Votes Disapproving Votes
96.601 shares or 100 of all shares with voting rights presented
at the Meeting. 0.885 shares or 100 of all shares
with voting rights presented at the Meeting.
2.512 shares or 100 of all shares with voting rights presented at the
Meeting.
Resolutions
1. To approve Public Accounting Office of Purwantono, Sungkoro Surja as the Public Accounting Office to audit the Consolidated Financial Statements of the Company and Annual Report of the Implementation of
the Partnership and Community Development Program for the financial year ended on December 31, 2016. 2. To grant the authority to the Board of Commissioners to determine honorarium and other requirements
for the Public Accounting Office, and appoint substitute Public Accounting Office in the event the Public Accounting Office Purwantono, Sungkoro Surja, due to any reason whatsoever could not finish the audit
of Consolidated Financial Statements of the Company and Annual Report of the Implementation of the Partnership and Community Development Program for the financial year ended on December 31, 2016.
Realization Year 2016
03 Company at a Glance
04 Management Discussion and
Analysis on Companys Performance 05
Review of Business Support Function
01 Main Highlights
02 Management Report
Fifth Agenda
Approval to amend the Fund Adequacy Ratio of the pension fund of Dana Pensiun Bank Mandiri Satu, Dana Pensiun Bank Mandiri Dua, Dana Pensiun Bank Mandiri Tiga and Dana Pensiun Bank Mandiri Empat as set out in
the resolution of the Annual General Meeting of Shareholders dated April 2, 2013 from a minimum of 115 to a minimum of 105 which the implementation of resolution to increase Pension Benefits and Other Benefits have
been delegated to the Board of Commissioners.
Number of Shareholders submitting questions
None
Voting Result Affirmative Votes
Abstain Votes Disapproving Votes
78.403 shares or 100 of all shares with voting rights presented
at the Meeting. 2.032 shares or 100 of all shares
with voting rights presented at the Meeting.
19.564 shares or 100 of all shares with voting rights presented
at the Meeting.
Resolutions
To change the minimum RKD for Dana Pensiun Bank Mandiri Satu, Dana Pensiun Bank Mandiri Dua, Dana Pensiun Bank Mandiri Tiga and Dana Pensiun Bank Mandiri Empat as decided in the resolution of Annual
GMS dated April 2, 2013 from a minimum of 115 to a minimum of 105 which the decision on pension andor other benefits upgrade is delegated to the Founding Board of Commissioners, hence the delegation
of authority to the Founding Board of Commissioners in relation to the pension or other benefits upgrade in Dana Pensiun Bank Mandiri Satu to Dana Pensiun Bank Mandiri Empat, has fulfilled the following minimum
conditions: 1. RKD after the upgrade in pension andor other benefits at a minimum of 105 based on the mortality table
as determined by the Company as the Founder. 2. There is a surplus and no additional contribution and accounting obligation based on PSAK number 24
Realization Year 2016
Sixth Agenda
Approval for the share ownership program by management and employees to provide long-term performance- based incentive.
Number of Shareholders submitting questions
4 person
Voting Result Affirmative Votes
Abstain Votes Disapproving Votes
77.309 shares or 100 of all shares with voting rights presented
at the Meeting. 1.217 shares or 100 of all shares
with voting rights presented at the Meeting.
21.472 shares or 100 of all shares with voting rights presented
at the Meeting.
Resolutions
To approve the provision of share ownership program to provide long-term performance-based incentive to the management of the Company and power and authority to the Board of Commissioners of the Company by first
obtaining approval from A series Dwiwarna shareholders to determine the method and mechanism including the amount of share ownership program by the management to provide long-term performance-based incentive.
Realization Year 2016
Seventh Agenda
Change in the management of Company.
Number of Shareholders submitting questions
None
Voting Result Affirmative Votes
Abstain Votes Disapproving Votes
78.403 shares or 100 of all shares with voting rights presented
at the Meeting. 2.032 shares or 100 of all shares
with voting rights presented at the Meeting.
19.564 shares or 100 of all shares with voting rights presented
at the Meeting.
Resolutions
1. To cordially dismiss the following names as members of the Board of Directors of the Company: a. BUDI GUNADI SADIKIN as President Director;
b. SENTOT A SENTAUSA as Director; c. ROYKE TUMILAAR as Director.
The dismissal of the members of the Board of Directors shall be from the Meeting adjournment with gratitude for their work during their term as members of the Board of Directors of the Company.
2. To switch the assignment of Mr. KARTIKA WIRJOATMODJO who is appointed pursuant to the resolution of 2015 GMS of the Company from Director to President Director of the Company with a term of office of
continuing the remaining term of office following the resolution of the GMS. 3. Appoint the following names as members of the Board of Directors of the Company:
a. Mr.RICO USTHAVIA FRANS as Director; b. Mr.ROYKE TUMILAAR as Director.
The expiration of the term of office of the appointed members of the Board of Directors is until the adjournment of the fifth Annual GMS since the appointment, by considering the rules and regulations of
the capital markets and without reducing the right of the GMS of the Company for dismissal at any time.
10 Consolidated Financial
Statements 09
Cross Reference of Annual Report
Award 2016 Criteria 08
Corporate Social Responsibility
07 Integrated Corporate
Governance 06
Corporate Governance
4. Appoint ARDAN ADIPERDANA as Commissioner of the Company. The expiration of the term of office of the appointed members of the Board of Directors is until the
adjournment of the fifth Annual GMS since the appointment, by considering the rules and regulations of the capital markets and without reducing the right of the GMS of the Company for dismissal at any time.
5. To transfer the appointment of WIMBOH SANTOSO who is appointed based on the resolution of the 2015 Extraordinary GMS of the Company from the President Commissioner of the Company to President
Commissioner and Independent Commissioner of the Company with the term of office of the remaining term of the office as set out in the resolution of the Extraordinary GMS.
Notes: Bank Mandiri did not continue the GMS resolution due to the unmet provision of six months cooling off period. Therefore, the concurrent position as President Commissioner and Independent
Commissioner shall not be effective.
6. With the dismissal, appointment and transfer of position of members of Board of Directors and members of Board of Commissioners, the composition of members of Board of Directors and Board of
Commissioners of the Company is as follows:
Board of Directors
President Director: Mr. Kartika Wirjoatmodjo; Vice President Director: Mr. Sulaiman A. Arianto;
Director : Mr. Ogi Prastomiyono; Director : Mr. Pahala N. Mansury;
Director : Mr. Hery Gunardi; Director : Mr. Tardi;
Director : Mr. Ahmad Siddik Badruddin; Director : Ms. Kartini Sally;
Director : Mr. Royke Tumilaar; Director : Mr. Rico Usthavia Frans;
Board of Commissioners
President CommissionerIndependent Commissioner : Mr. Wimboh Santoso; Deputy Chief Commissioner: Mr. Imam Apriyanto Putro;
Independent Commissioner : Ms. Aviliani; Independent Commissioner: Mr. Goei Siauw Hong.
Independent Commissioner: Mr. Bangun S. Kusmulyono; Independent Commissioner: Mr. Abdul Aziz;
Commissioner : Mr. Askolani; Commissioner : Mr. Suwhono;
Commissioner : Mr. Ardan Adiperdana.
7. To grant the power and authority to the Board of Directors of the Company with substituting right to perform all necessary acts in relation to the resolution of such agenda in accordance with the prevailing
laws and regulations, including preparation of a separate Notary Deed and announce the composition of the members of the Board of Directors and Board of Commissioners of the Company to the Ministry
of Justice and Human Rights, and ask the Financial Services Authority to perform Fit Proper Test to the candidates for the member of Board of Directors and Board of Commissioners of the Company following
the prevailing regulations.
Realization Year 2016
Previous AGMS Resolutions and Its Realization
1. AGMS March 6, 2015 Agenda